Common use of Holdback Amount Clause in Contracts

Holdback Amount. Any payment that the Shareholders are obligated to make to any Buyer Indemnitees pursuant to this Article IX shall, first, to the extent that the Holdback Amount is greater than the indemnity payment, be paid to the Buyer Indemnitiees by an offset of such amount against the Holdback Amount otherwise due to the Shareholders and accordingly will reduce the Holdback Amount and, secondly, to the extent that any additional sums are due after the offset against the Holdback Amount, the Shaerholders (as Indemnifying Party) shall pay all of such additional sums to the Buyer Indemnitees by wire transfer of immediately available funds within five (5) business days after demand by the Buyer Indemnitees. On the Release Date, Buyer shall pay the remaining Holdback Amount (to the extent not offset for indemnity payments due from any of the Shareholders) to the Shareholders by wire transfer of immediately available funds; provided, however, Buyer shall retain an amount equal to the amount of claims for indemnification under this Article IX asserted prior to the Release Date but not yet resolved (“Unresolved Claims”). Buyer will pay the portion of the Holdback Amount retained for Unresolved Claims to the Shareholders, to the extent the portion of the Holdback Amount is not utilized as payment for such claims resolved in favor of any Buyer Indemnitee, upon their resolution in accordance with this Article IX.

Holdback Amount. Any payment that the Shareholders are obligated to make to any Buyer Indemnitees pursuant to this Article IX shall, first, to the extent Each Seller hereby acknowledges and agrees that the Holdback Amount is greater than shall be withheld and paid directly to an account maintained by the indemnity paymentRepresentative (or a financial institution selected by the Representative) as a fund for the fees and expenses (including any legal fees and expenses) of the Representative incurred in connection with this Agreement, be paid to the Buyer Indemnitiees by an offset with any balance of such amount against the Holdback Amount otherwise due not utilized for such purposes to be returned to the Shareholders and accordingly will reduce the Holdback Amount and, secondly, to the extent that any additional sums are due after the offset against the Holdback Amount, the Shaerholders (as Indemnifying Party) shall pay all of such additional sums to the Buyer Indemnitees by wire transfer of immediately available funds within five (5) business days after demand by the Buyer Indemnitees. On the Release Date, Buyer shall pay the remaining Holdback Amount (to the extent not offset for indemnity payments due from any of the Shareholders) to the Shareholders by wire transfer of immediately available fundsSellers in accordance with their Pro Rata Percentage; provided, however, Buyer that in no event shall retain an amount equal to the amount of claims for indemnification under this Article IX asserted prior to the Release Date but not yet resolved (“Unresolved Claims”). Buyer will pay the any portion of the Holdback Amount retained for Unresolved Claims be returned to the ShareholdersSellers prior to the final determination of the Cash Payment pursuant to Section 1.05 and the full payment of the amount owed by the Representative to Buyer, if any, pursuant to Section 1.04. In the event that the Holdback Amount shall be insufficient to satisfy the fees and expenses of the Representative or any amounts owed by the Representative to Buyer hereunder (including pursuant to Sections 1.04 or 5.04), and in the event there are any remaining funds in the Escrow Amount to be distributed to the Sellers immediately prior to the final distribution from the Escrow Amount to the Sellers pursuant to the Escrow Agreement, the Representative shall be entitled to recover any such expenses from the Escrow Amount to the extent of such funds prior to the distribution of funds to the Sellers; provided, that in no event shall the Representative be entitled to recover such expenses from the Escrow Fund prior to the distribution of the then-remaining Escrow Funds, if any, to the extent Representative or the portion of Sellers, as applicable, pursuant to the Holdback Amount is not utilized as payment for Escrow Agreement. The Representative shall be entitled to recover any remaining expenses or amounts directly from the Sellers (based on such claims resolved in favor of any Buyer Indemnitee, upon their resolution in accordance with this Article IXSeller’s Pro Rata Percentage).

Holdback Amount. Any payment that the Shareholders are obligated to make to any Buyer Indemnitees pursuant to this Article IX shall, first, to the extent Each Seller hereby acknowledges and agrees that the Holdback Amount is greater than shall be withheld from the indemnity payment, Estimated Purchase Price as set forth in the Estimated Closing Date Statement and shall be paid by Purchaser directly to an account maintained by the Buyer Indemnitiees Sellers’ Representative (or a financial institution selected by an offset the Sellers’ Representative) as a fund for the fees and expenses (including, without limitation, any legal fees and expenses) of such amount against the Sellers’ Representative incurred in connection with this Agreement, with any balance of the Holdback Amount otherwise due not utilized for such purposes to be returned to the Shareholders and accordingly will reduce the Holdback Amount and, secondly, to the extent that any additional sums are due after the offset against the Holdback Amount, the Shaerholders (as Indemnifying Party) shall pay all of such additional sums to the Buyer Indemnitees by wire transfer of immediately available funds within five (5) business days after demand by the Buyer Indemnitees. On the Release Date, Buyer shall pay the remaining Holdback Amount (to the extent not offset for indemnity payments due from any of the Shareholders) to the Shareholders by wire transfer of immediately available fundsSellers in accordance with their Pro Rata Share; provided, however, Buyer that in no event shall retain an amount equal to the amount of claims for indemnification under this Article IX asserted prior to the Release Date but not yet resolved (“Unresolved Claims”). Buyer will pay the any portion of the Holdback Amount retained for Unresolved Claims be returned to the ShareholdersSellers prior to twenty-four (24) months after the Closing. If the Holdback Amount shall be insufficient to satisfy the fees and expenses of the Sellers’ Representative, and if there are any remaining funds in the Indemnity Escrow Account to be distributed to the Sellers immediately prior to the final distribution from the Indemnity Escrow Account to the Sellers, then the Sellers’ Representative shall be entitled to recover any such expenses from the Indemnity Escrow Account to the extent of such funds prior to the portion distribution of funds to the Holdback Amount is not utilized as payment for such claims resolved in favor of Sellers. The Sellers’ Representative shall be entitled to recover any Buyer Indemnitee, upon their resolution in accordance with this Article IXremaining expenses directly from the Sellers.

Holdback Amount. Any payment that The Holdback Amount shall be held by Seller Representative as a fund from which Seller Representative shall, in its sole discretion, (a) reimburse itself for or pay directly any out-of-pocket fees, expenses or costs it incurs in performing its duties and obligations under this Agreement and the Shareholders are obligated Ancillary Documents, including out-of-pocket fees and expenses incurred pursuant to make to the procedures and provisions set forth herein and legal and consultant fees, expenses and costs for reviewing, analyzing and defending any Buyer Indemnitees claim or process arising under or pursuant to this Article IX shallAgreement or any Ancillary Document (and not, firstfor the avoidance of doubt, as compensation for the performance of its duties and obligations under this Agreement and the Ancillary Documents) or (b) satisfy any other obligation or liability of any Security Holder under this Agreement or any Ancillary Document as set forth herein (provided that, for the avoidance of doubt, Seller Representative shall be entitled to do so in its sole discretion and shall have no obligation to satisfy any other obligation or liability of any Security Holder in priority to the extent that the Holdback Amount is greater than the indemnity payment, be paid to the Buyer Indemnitiees by an offset of such amount against the Holdback Amount otherwise due to the Shareholders and accordingly will reduce the Holdback Amount and, secondly, to the extent that any additional sums are due after the offset against the Holdback Amount, the Shaerholders items in clause (as Indemnifying Partya) shall pay all of such additional sums to the Buyer Indemnitees by wire transfer of immediately available funds within five (5) business days after demand by the Buyer Indemnitees. On the Release Date, Buyer shall pay the remaining Holdback Amount (to the extent not offset for indemnity payments due from any of the Shareholders) to the Shareholders by wire transfer of immediately available funds; provided, however, Buyer shall retain an amount equal to the amount of claims for indemnification under this Article IX asserted prior to the Release Date but not yet resolved (“Unresolved Claims”above or at all). Buyer Each Security Holder acknowledges that Seller Representative will pay the portion not be liable for any loss of principal of the Holdback Amount retained for Unresolved Claims to the Shareholders, except to the extent the finally determined by a court of competent jurisdiction (not subject to further appeal) to have resulted directly and exclusively from Seller Representative’s fraud or willful misconduct. At such time as Seller Representative deems appropriate in its sole discretion, Seller Representative shall pay to each Security Holder his, her or its Pro Rata Share of all or any portion of the remaining Holdback Amount is not utilized as payment for such claims resolved in favor of any Buyer Indemnitee, upon their resolution in accordance with this Article IXAmount.

Holdback Amount. Any payment that the Shareholders are obligated to make to any Buyer Indemnitees pursuant to this Article IX shall, first, to the extent Each Seller hereby acknowledges and agrees that the Holdback Amount is greater than shall be withheld and paid directly to an account maintained by the indemnity paymentRepresentative (or a financial institution selected by the Representative) as a fund for the fees and expenses (including any legal fees and expenses) of the Representative incurred in connection with this Agreement, be paid to the Buyer Indemnitiees by an offset with any balance of such amount against the Holdback Amount otherwise due not utilized for such purposes to be returned to the Shareholders and accordingly will reduce the Holdback Amount and, secondly, to the extent that any additional sums are due after the offset against the Holdback Amount, the Shaerholders (as Indemnifying Party) shall pay all of such additional sums to the Buyer Indemnitees by wire transfer of immediately available funds within five (5) business days after demand by the Buyer Indemnitees. On the Release Date, Buyer shall pay the remaining Holdback Amount (to the extent not offset for indemnity payments due from any of the Shareholders) to the Shareholders by wire transfer of immediately available fundsSellers in accordance with their Pro Rata Percentage; provided, however, Buyer that in no event shall retain an amount equal to the amount of claims for indemnification under this Article IX asserted prior to the Release Date but not yet resolved (“Unresolved Claims”). Buyer will pay the any portion of the Holdback Amount retained for Unresolved Claims be returned to the ShareholdersSellers prior to the final determination of the Cash Payment pursuant to Section 1.05 and the full payment of the amount owed by the Representative to Buyer, if any, pursuant to Section 1.04. In the event that the Holdback Amount shall be insufficient to satisfy the fees and expenses of the Representative, and in the event there are any remaining funds in the Escrow Amount to be distributed to the Sellers immediately prior to the final distribution from the Escrow Amount to the Sellers pursuant to the Escrow Agreement, the Representative shall be entitled to recover any such expenses from the Escrow Amount to the extent of such funds prior to the distribution of funds to the Sellers provided, that in no event shall the Representative be entitled to recover such expenses from the Indemnity Escrow Fund prior to the distribution of the then-remaining Indemnity Escrow Fund, if any, to the extent Representative or the portion of Sellers, as applicable, pursuant to the Holdback Amount is not utilized as payment for Escrow Agreement. The Representative shall be entitled to recover any remaining expenses or amounts directly from the Sellers (based on such claims resolved in favor of any Buyer Indemnitee, upon their resolution in accordance with this Article IXSeller’s Pro Rata Percentage).